China Interactive Education, Inc. - Exhibit 10.16 - Prepared By TNT
Filings Inc.



  



Exhibit 10.16


(English Translation)


License
Agreement for Patent 


Transfer: Zhou Yi (“Party
A”)
Legal person: N/A
Transferee: Wisegate International Limited (“Party B”)
Legal person: Liu Hai Qi


Transfer and Transferee, through their consultation and consensus,
entered into this agreement in accordance with Contract Law of People’s
Republic of China.


1. Name of
Project: A technology of distant medical monitor with GPS
function

    Applicant for Patent: Party A

    Owner of Patent: N/A

    Date of Application: N/A

    Number of Application: N/A

    Registration number of Patent: N/A

    Effective period for Patent: Please refer to the attachment

    Period of Patent Registration: Ten years


2. Nature of
authorization for this licensing agreement


Grant
the right of usage of this patent to party B for five years from the date
hereof


(Note: nature of authorization for this licensing agreement means the
nature of authorization stipulated in this agreement includes sole implement
licensing agreement, exclusive implement licensing agreement and ordinary
implement licensing agreement; the patent of products invention or practical
new patent could adopt manufacture license, usage license or sale license etc).


3. The scope of authorization of this agreement: Please
refer to the attachment
(Note: implement scope of authorized technology, regional scope of
authorized technology, scope of duration, scope of usage method)


4. Obligation to transfer


4.1 The transfer shall be obligated to pay annual fee for patent

(Note: Both parties covenant that transferee shall pay the annual fee; however,
this payment shall deducted from fee for using such license)


4.2 Transfer shall furnish transferee technology materials stated below
within 10 business days upon execution of this
agreement.


4.3 Transfer shall furnish transferee technology guidance stated below: Please
refer to the attachment and the hereof patent stated.




5. Obligation to transferee


5.1 Transferee shall be obligated to pay transfer fee for using license
in amount of RMB683,200.\


Transfer shall be paid in installments on ____ month___ day___ year. N/A


(Note: In the case of payment via deducting percentage, parties covenant
that: the transfer shall be paid ___ within ____ business days upon execution
of this agreement b. the transfer shall be paid ____% deducted percentage from
output value (or revenue or profit) within ___ years commencing from the date
of putting into production (or distributing the first unit of product described
in this agreement). The deducted percentage shall be paid once in a year, the
date of payment shall be fixed on or before ___day ___ month) 


5.2 Implement this patent pursuant to duration and method stated below:
N/A


5.3 The transfer shall not authorized any third party to implement this
patent in the scope of technology, region and duration hereof (exclusive
implement licensing agreement)


The transfer shall implement this patent by itself or not authorized
any third party to implement this patent in the scope of technology, region and
duration hereof (sole implement licensing agreement)


6. Warrant for performance of technology 


Transfer promises that transfer shall be obligated to guarantee
performance and index of technology of such patent stated below: N/A


Transfer shall return all (or part of) usage fee and indemnify
transferee expenditure extra for the reason that the technology of patent can
not achieve the index of technology stipulated in this agreement in the process
of implement.


7. Transfer shall not be obligated to guarantee economic benefit (i.e.
revenue, output value, profit etc) possibly generated from this implement of
this patent.


8. Warrant for completeness of patent


Transfer ensures: this patent shall not exist the following defect upon
execution of this agreement, patent shall be bound by ownership or lien; ii. Implement
of this patent shall be limited by another existing patent; iii. The
first-usage of patent exists; iv. Constraint license exists; v. “planned
promotion license” granted by government exists vi invention of this patent
shall be deemed illegal.


In the event that transfer do not faithfully notify transferee defects
described above, transferee shall have the right to refuse to pay usage fee and
request transfer to indemnify all expenditure extra incurred from such action
upon execution of this agreement.


9. In the event of occurrence of accusing of infringing rights from
third party, transfer shall response to such charge and bear corresponding
legal liabilities during performance of this agreement.




This agreement shall be terminated in the case that patent was deemed
invalid after execution of this agreement. Transferee shall not request
transfer to return usage fee paid by transferee prior to confirmation that
patent was invalid during performance of this agreement.


10. Liabilities of violation of this agreement from transfer


10.1 Transferee shall be paid in the amount of 100/%
as fee for violation of this agreement for the failure to pay annual fee for
patent by transfer, which results in invalid patent.


10.2 Transferee shall have the right to terminate this agreement in the
event that transfer can not provide technology guidance and material in overdue
two months. Transfer shall return all usage fees in the amount of 100%
fee for violation of this agreement.


10.3 Transfer shall return all illegal payment in the amount of 100%
fee for violation of this agreement in the event that transfer entered into
implement licensing agreement with others in the scope of authorized implement
of patent. (sole implement licensing agreement and exclusive implement
licensing agreement)


10.4 Transfer shall cease its implement and pay fee for violation of
this agreement in the amount of 100% in the event that transfer implement
by itself in the scope of authorized implement of patent for transferee. (sole
implement licensing agreement)


11. Liabilities of violation of this agreement from transferee


11.1 Transfer shall have the right to terminate this agreement in the
event that transferee can not pay usage fee in overdue two months. Transferee
should repay usage fee in the amount of 100%
fee for violation of this agreement.


11.2 Transferee shall return all illegal payment in the amount of 100%
fee for violation of this agreement in the event that transferee implements
patent which exceeds the scope stipulated in this agreement, or enters into
re-transfer licensing agreement with others without previous permission from
transfer.


12. Follow-up improvement 


The rights to apply for patent of new invention, on the basis of its
own technology of patent, of both parties shall belong to either party which creates
new invention; however, the other party shall have first right to be transferred
and use this technology. This agreement shall be deemed prevail in the event of
extra covenant from both parties.


This agreement shall be effective as of the date of signature and stamp
from both parties.


Principle of
transfer (authorized representative):

Signing: Zhou Yi
Date of signing: October 1st, 2008


Principle of
transferee (authorized representative):

Signing: Liu Hai Qi (with Company chop of Wisegate)
Date of signing: October 1st, 2008